My Little Pony: Beyond Equestria
by XFangHeartX
Summary: Based off the movie. Summary inside. Read and review, please! Rating may change later on due to language.
1. The Festival of Friendship

My Little Pony: Beyond Equestria

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My Little Pony the Movie © Hasbro and Lionsgate

Moonlight Essence © Me

* * *

Summary- Based off the movie. It's the first ever Festival of Friendship in Equestria, and Twilight has planned out the whole thing...except for an invasion from a new evil force and a vengeful unicorn named Tempest Shadow. In order to save their home, Twilight and her friends must venture out into a world unknown, and their friendship will be put to the ultimate test.

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 **Ch. 1- The Festival of Friendship**

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A vast, open sky fillled with puffy, pinkish-white clouds, a lavender hue and the glittering stars...and most of all, a trio of Pegasus ponies, soaring above the clouds. They soon did a graceful loop-de-loop U-turn maneuver before they dived down into the clouds, and not long after, two more Pegasi joined them as they descended upon a cobblestone road, where many other ponies, earth, unicorn, and Pegasus alike, all trotted towards one place: Canterlot.

 _"Hey! Hey! Hey!_

 _Hey! Hey! Hey!_

 _See the ponies trottin' down the street,_

 _Equestria is where they wanna meet,_

 _We all know where they wanna go,_

 _And they're trottin' in time,_

 _And they're trottin', yeah_

 _They got the beat,_

 _They got the beat,_

 _They got the beat!_

 _Yeah, they got the beat!"_

The moment one would enter the grand capital of Equestria and seeing the two alicorn statues at the gate, they would almost feel as if they had been welcomed by the realm's two great rulers. The city square was alive, both on the ground and in the air as ponies from far and wide decorated the many buildings with beautiful banners and colorful streamers. If that didn't catch anypony's eye, then the banquet full of delectable cupcakes, pies, and other desserts.

 _"Go-go music really makes us dance,_

 _Do the pony, puts us in a trance,_

 _Do the watusi, just give us a chance,_

 _That's when we fall in line!_

 _'Cause we got the beat,_

 _We got the beat,_

 _We got the beat,_

 _We got the beat!_

 _Yeah, we got it!"_

At that moment, a familiar baby dragon jumped off the lime gelatin, carrying several documents in his claws.

"'Scuse me!" Spike called as he ran by. "Dragon on the move! Important princess documents, coming through~!"

As Spike hurried to Canterlot Castle, several ponies were seen, playing in a bouncy house, or just trotting through the streets.

"Wow!" exclaimed a white earth pony mare with orange and red mane and tail, Rainbow Daze. "Everypony from Manehattan to Saddle Arabia is here!"

"I know, filly!" said her friend, a light brown earth pony mare with a creamy blonde mane and tail, Key Lime. "We almost couldn't book a stable!"

Soon, two Pegasi flew overhead, excitedly.

"Princess Twilight sure must have her hooves full with this giant festival!" said the lavender one.

"Are you kidding?!" asked the light yellow Pegasus flying alongside. "She's smart and organized and cool under pressure! There's _nothing_ she can't handle!"

Now, one might be wondering: what is this festival that everypony keeps talking about? Simple, really. It is a never-before-seen event that is actually the first in Equestrian history that brought many ponies together as one, and it is called the First Annual Festival of Friendship, and who else happened to plan out this whole event than the Princess of Friendship, herself...Twilight Sparkle.

In fact, the purple alicorn was actually standing behind her stained glass window portrait, wearing a golden crown with magenta diamonds, her eyes closed, her wings spread out, and her horn gently glowing a soft pink light.

"Oooom..." she hummed. "Oooom...oooooooooh my GOODNESS, I CAN'T HANDLE THIS!"

...So much for being cool under pressure.

Twilight whimpered as she paced about in the corridor that led right to the castle throne room. To think, just about 2 months ago, the city itself had been under siege by the vicious and sociopathic tyrant, Warfang the Wolf King and his army. In fact, Warfang was the one villain who ever brought Twilight to fall prey to the darkness within her heart. If it had not been for the intervention of Princess Celestia, Princess Luna, Princess Cadence, and of course, Twilight's dear friends, the Princess of Friendship would not only have destroyed Canterlot...she would have destroyed herself.

Thankfully, she had been brought back to her senses, and using the Elements of Harmony, she and her friends destroyed Warfang, once and for all. Since then, Warfang's youngest son, Swiftclaw, had taken over as the new Wolf King, promising to lead his pack in peace and hopefully open the minds of other ponies to the prospect of becoming friends with the wolves.

Now, Twilight had to face another dilemma: asking her fellow princesses for a favor that could potentially change the very fate of the festival, except for one problem...she was too afraid to ask.

"Nothing I do is working!" Twilight exclaimed before she put on a determined face. "I just HAVE to get it together!" She then glanced to the throne room. "Just go in there...AND ASK! This is _your_ Friendship Festival." She then looked up at her stained glass portrait. "Everypony's happiness rests in your hooves..."

A pause...before she smacked her hoof against her forehead and groaned with worry. At that moment, Spike entered while he still held the documents.

"Okay, Twilight!" the little dragon said. "Got all your charts and graphs!"

"Oh, thank goodness you're here, Spike!" Twilight exclaimed. "I'm just so nervous about this meeting!"

Spike balked a bit in surprise before he glared skeptically at his long-time friend.

"What you talkin' 'bout?" he asked, causing Twilight to sigh before she turned away from him.

"I'm about to the three most royal princesses in Equestria for a HUGE favor," she said. "What if...what if they reject me?"

Spike blinked for a moment before he smiled.

"It'll be fine," he assured. "Just remember the most important thing!"

"...SMILE?!" asked Twilight, giving a rather exaggerated, toothy grin as her eye twitched.

"Err...no," Spike answered, being careful not to drop the papers in his claws. " _You're_ a princess, too!"

"...Right," Twilight replied before she took in a deep breath to compose herself, then, she turned to the giant doors before her and pushed them open with her magic, revealing the royal throne room, where Princess Celestia, Princess Luna, and Princess Cadence had all gathered.

"Good morning, princesses!" Twilight greeted, enthusiastically as she and Spike entered. "Thank you all for seeing me. I have an idea that I think will make our First Annual Friendship Festival the most wonderful celebration Equestria has ever seen!"

"Yes, Twilight," concurred Celestia. "We are very excited."

"Ponies have been arriving from all over, all morning!" Cadence added.

"I'd like to say it's see us," Luna quipped, "but Songbird Serenade _might_ be the bigger attraction."

"Yes, she is the 'mane' event," Twilight joked, "and to make it extra special, I could use your help. Spike?"

Spike hummed the tune of a fanfare as he pulled a whiteboard, revealing all kinds of equations, variables, and schematics for a stage.

"Songbird Serenade's perfomance is not scheduled to start until _after_ you begin the sunset," she began as she used her magic to bring out a marker, with which she used to draw both Celestia and Luna raising both the sun and the moon over the stage, "and based on my _precise_ calculation, Princess Celestia, I was hoping you could make sure the sun stays 28.1 degrees to the south, and Princess Luna, if you could raise the moon just 62 degrees to the north at the _same time_ , it would reflect the sunlight and really frame the entire stage, PERFECTLY!"

The three princesses stood dumbfounded at Twilight's plan, either because of the complicatedness or because they couldn't really understand what Twilight was saying because of her..."geek talk".

"I-" Luna started, only for Twilight to cut her off.

"But wait! There's more!" the Princess of Friendship exclaimed, causing Luna to grumble under her breath in annoyance.

"Cadence," Twilight said as she drew what looked like an aurora over the stage, "if you could use your crystal magic to create an aurora above the stage, the sun and the moon's light will shine through it, and create a truly amazing light show!"

On that, Spike threw some sparkling glitter up into the air and made a whistling sound like fireworks shooting up into the sky.

"Presenting Songbird Serenade!" he announced as he held up a stick figure puppet of a Pegasus with a white coat and a double-dyed mane and tail that blonde on one half and black on the other. The little dragon soon stood up and danced on top of the whiteboard...only to slip and fall on the floor.

"...Ta-dah...!" Spike winced weakly while Twilight grinned and held out her wings.

"Well?" she asked. "What do you think? Great idea, right?!"

The other three princesses only blinked at Twilight before Luna decided to speak.

"So...you want us to move the sun and the moon...for the party...?" she asked.

"Well, I'd do it myself," Twilight started, "except...well, I don't have your magic!" She then gave an awkward giggle, followed by a small snort.

"Twilight," Celestia said as she approached her former student, whose smile soon fell in worry as, Luna, and Cadence shined their horns. "Each of uses our magic to serve Equestria in our own way: I raise the sun, Luna raises the moon, and Cadence uses her magic to spread love." She then gently cupped Twilight's chin with her hoof. "You are the Princess of Friendship. You already have all the magic you need."

"...Soooo...I'm guessing that's a no?" Twilight inquired as her ears drooped in disappointment while Spike grinned sheepishly.

XXX

Meanwhile, outside in Canterlot's square, there was a little unicorn filly by the name of Moonlight Essence, Twilight's adopted younger sister, who was sniffing some flowers that were used as decorations for the festival. However, she was interrupted when something went _**WHOOSH**_ right over her head, causing her to yelp as she covered her head with her hooves before she looked up and saw that it was none other than Rainbow Dash, who was clearing away some clouds in the sky.

"Yes!" she cheered. "Skies cleared and ready for the festival!" She then looked down at Moonlight. "Sorry about that, kiddo! I didn't scare you, did I?"

"No, you're good!" Moonlight assured.

Down below in the square, an extravagant stage had been set up for Songbird Serenade's performance. Pinkie Pie was busy setting up balloon animals, and she was currently blowing up what looked like a really big, salmon-colored balloon, when really, it was just a long balloon, which she then intricately tied and wound up to create a Balloon Discord...which quickly began to release air from the tail, to Pinkie's disgust, before the balloon ended up flying away, right into Fluttershy's orchestra of birds...and Angel, dressed up as a bird, for some reason. Clearly, the little bunny was not pleased.

"Look out, Fluttershy!" Pinkie cried as she chased the Balloon Discord, which in turn caused the birds to scatter. "Out of control balloooon~!"

Fluttershy, though a bit shocked at her birds getting startled, only chuckled as she nuzzled a tiny bird that landed on her hoof.

"I don't think it's the _balloon_ that's out of control, Pinkie Pie," the yellow Pegasus mused.

"Hey, y'all!" Applejack called as she pulled along a wagon with a barrelful of apple cider, but not without ducking under a flying Pinkie and her balloon. "Anypony want some free samples of my family's apple cider?"

"Aha...!" Rainbow Dash exclaimed once she heard the word "cider".

 **ZOOM!**

"Thank you!"

 **SLUUUUURRP! ZOOM!**

"Loved it!"

Applejack blinked in surprise as she looked at the now empty cider cup she had in her hoof, then glared up at Rainbow Dash while Moonlight went up and stood beside the orange earth pony.

"Rainbow sure loves her apple cider, huh?" she asked.

"I wouldn't mind it," Applejack began as she poured some more cider into the cup, "except I'd prefer it if she didn't do that."

"You mean fly by and drink the cider, and put the cup back, like she's about to do, right now?" Moonlight asked...while Rainbow Dash proceeded to do exactly that.

"...Yes," Applejack said in annoyed voice.

Meanwhile, Rarity hummed a little ditty to herself as she decorated the stage with pink ribbons and diamonds, making sure that the gem was right in the middle of the ribbon.

"Wow, Rarity," Applejack commented. "That's a...fine job yer doin' there...'cept it might not be done 'til _after_ the concert."

It was revealed that Rarity had only gotten one ribbon up on the stage.

"Uh...Rarity?" Moonlight asked. "I know I'm pointing out the obvious, but...you barely got anything done."

"Oh-ho-ho," Rarity chuckled as she gently cupped Moonlight's chin with her hoof. "Moonlight, darling. Anypony can do 'fine', but your sister asked me, so clearly, she's going for 'fabulous', and fabulousness takes time."

"...I guess," Moonlight replied while Applejack rolled her eyes.

"Here we go, again..." she muttered.

"Ugh!" Rainbow Dash groaned. "Fabulousness takes forever! But awesome..."

 _ **VOOM!**_ She zipped along the stage, setting up the ribbons and gems as she did...and even sent poor Fluttershy spinning and ended up tying her up by mistake. By the time she was done, the ribbons were shoddily tied up and the gems were lopsided.

"Can get things done in 4 seconds flat!" Rainbow Dash boasted. "Heck, maybe even faster with my Sonic Rainboom-"

"GAH!" Rarity gasped at the result. "Oh, n-no, no, NO, don't you DARE, Rainbow Dash! It looks wretched enough, already!"

"Oh, come _on!_ " Rainbow Dash argued. "It's _fine!_ "

"Yes, if you were _raised in a barn!_ " Rarity countered, only to gasp as she looked over to Applejack. "N-no offense, Applejack."

"Ah, none taken," Applejack replied as she poured some more cider, which Rainbow Dash continued to swipe and drink, which caused Applejack to keep pouring more. "'Specially since I _wasn't_ raised in a barn. My family just happens to have a barn...where I was raised...and...spent most of my...formative years..."

" _Rrrraised in a barn!_ " Rainbow Dash exclaimed as she took another swig of cider.

"...Would you stop that?!" Applejack questioned while Moonlight giggled, then she gasped happily upon seeing Twilight and Spike approach, the former holding up a check list.

"Okay, just 218 things left to do, and we're ready," the purple alicorn speculated.

"Twilight!" Moonlight cheered, causing the Princess of Friendship to put down her list as the filly ran up and nuzzled her face against her chest.

"Hey, Twilight!" everypony else greeted.

"Hello, Spike," Rarity said, warmly, causing Spike to gasp silently with a blush on his face.

"Oh! Uh...hi, Rarity," Spike replied as he waved, sheepishly.

"Hi, guys," Twilight greeted. "And of course, you, too, Moonlight. I hope you weren't bored, waiting out here for me."

"Nope!" Moonlight replied. "I've been out here with Applejack and everypony else, so at least I had something to do until you got back."

"So, how'd it go with the other princesses?" Applejack asked. "Did they like your idea?"

"I bet they loved it~!" Pinkie called as she kept chasing her balloon.

"Not exactly," Twilight sighed. "They think I can make today perfect _without_ their magic."

"And they're absolutely right, darling!" Rarity concurred as she fixed the decorations Rainbow Dash put up. "This festival is all your brilliant idea, and we know you're up to the task."

"Yeah, Twilight, you're amazing!" Moonlight added.

"But what if I'm not?!" Twilight asked, worriedly. "What if Songbird Serenade hates the stage that we set up?! Or what if nopony makes any new friends?! If I fail at the festival, THEN WHO AM I?!"

That's when Pinkie grabbed the princess by her face and looked her right in the eye.

"Twilight, look at me," she said, literally getting right in her face. "This will be the BIGGEST celebration that Equestria has ever seen! As the Princess of Friendship, you CANNOT fail! This day will DEFINE who you are!"

"Uh...Pinkie?" Moonlight asked.

"The pressure is INTENSE!" Pinkie exclaimed. "IT'S ALMOST TOO MUCH FOR A SINGLE PONY TO HANDLE! AAAAAAAAAAGGGHH!"

That shriek caught the attention of everypony in the square, causing an air of awkwardness before Pinkie backed away with her usual gleeful smile.

"But you have us, so stop worrying!" she assured.

"Pinkie's right, Twilight," Moonlight said as she helped her adopted older sister to her hooves. "You've got us, and when we're together, there's nothing we can't do, right?"

Twilight looked to the rest of the group and saw Applejack rubbing her leg, Rarity being finicky over the decorations, the ribbons falling off Fluttershy, Spike eating one of the gems, and Rainbow Dash burping after drinking so much cider.

"...I...guess...?" Twilight smiled awkwardly, while Applejack smiled and gently brushed her off. Soon after, she began to sing.

Applejack (singing): _"It's time to show 'em what you've got~!"_

Then Rarity walked up and put Twilight's crown on her head.

Rarity (singing): _"It's time go and get things done~!"_

Soon, Fluttershy began to join in.

Fluttershy (singing): _"But you don't have to do it on your own,"_

Pinkie (singing): _"'Cause you've got friends right here to make it fun!"_

On that, Pinkie pulled everypony into a group hug, which did seemed to cheer Twilight up a bit, which caused Moonlight to smile in turn before they all began to sing.

All (singing): _"We got this!_

 _You got this!_

 _We got this together~!"_

Soon after, Rainbow Dash grabbed Twilight by the hoof and pulled her up into the sky, dragging along Spike and Moonlight for the ride.

Rainbow Dash (singing): _"Sometimes the pressure gets you down,_

 _And the clouds are dark and grey!_

 _Just kick them off and let the sunshine through~!"_

On that, she kicked away some clouds overhead, which let a beam sunlight shine down on Twilight's face before she flew up to join the cyan Pegasus.

Rainbow Dash (singing): _"And scary as it seems,_

 _More help is on the way,"_

Soon, the Wonderbolts appeared and kicked the clouds away, as well, leaving the sky nice and clear.

Rainbow Dash (singing): _"'Cause friends have friends_

 _That wanna help out, too~!"_

Rainbow Dash and the Wonderbolts (singing): _"We got this!_

 _You got this!_

 _We got this together~!"_

The Wonderbolts soon made one more cloud disperse...except for one tiny one that was right near the sun, which Twilight was about to point out, but Rainbow Dash only rolled her eyes and pulled her, Spike, and Moonlight down to the streets below, where all kinds of stands, kiosks, and games had been set up. Zecora was even there to hand out her medicinal potions, and Bulk Biceps was trying out the strength-testing game.

Crowd (singing): _"It's the Festival of Friendship,_

 _And we can get it done!_

 _A festival that they won't forget~!"_

Then, the trio came upon Photo Finish and Sassy Saddles, the former giving the group an unexpected picture...and surprisingly, Twilight and Moonlight both gave flattering pouts to the camera while Spike struck a triumphant pose as he stood upon Twilight's back. Not long after, Twilight flew by and she and Moonlight gave a high-hoof to DJ PON-3, who was doing a sound check at the turntables.

Crowd (singing): _"A party to be proud of,_

 _A day of games and fun!_

 _Just you wait and see,_

 _A magic day in perfect harmony~!"_

Then, the trio ended up in the petting zoo, run by Fluttershy and Tree Hugger, the former trying to get a little bird to sing while Angel sat nearby.

Fluttershy (singing): _"You got this."_

Bird: *tweets the melody*

Then, Harry the Bear went up and pulled the group into a big bear hug. Moonlight and Fluttershy didn't seem to mind, but Twilight and Spike struggled while Angel only had his usual look of annoyance on his face.

Fluttershy (singing): _"We got this together~!"_

As some birds flew by, Granny Smith blew one of their feathers away from a freshly-baked apple pie while she, Apple Bloom, and the rest of the Apple Family put out the food for the banquet.

Applejack (singing): _"With friends and family, you are never alone!_

 _If you need help, we got your ba~ck!"_

On "back", she gave Spike a hearty slap on the back with her hoof, but in doing so, she accidentally made him breathe fire on Twilight's checklist.

"Oops," Moonlight squeaked.

A bit later after that, Applejack had Twilight taste some cider. Seeing it was a bit too bitter, the latter added a bucketful of sugar to the mix, which improved its taste.

Applejack (singing): _"You can be honest, let your problems be known!"_

Apple Family (singing): _"'Cause you got us to pick up the slack!_

 _We got this!"_

Big McIntosh: _"Eyup!"_

Apple Family (singing): _"We got this together~!"_

Soon, the trio met with Rarity at the stage, and they found her replacing the pink ribbons and rectangular diamonds with heart-shaped ones, instead.

Rarity (singing): _"Pay attention to the details,_

 _Every gem even spaced,_

 _Make the colors perfect~"_

Spike (singing): _"Taking one or two to taste!"_

Moonlight only gave the little dragon a disapproving look, one she had learned from her older adopted sister, which made Spike grin, sheepishly. Luckily for him, Rarity was preparing a nice little present for him, with the help of Sassy Saddles and Coco Pommel.

Rarity (singing): _"Inside and out,_

 _Beautiful throughout,_

 _Generosity is what we're all about~!"_

Spike (singing and eating): _"You got this!"_

Rarity and Moonlight (singing): _"You got this,_

 _We got this together~!"_

Twilight smiled as Rarity put up a beautiful blue and purple ribbon banner with pearls on the top of the stage. Then, the purple alicorn flew off with Moonlight riding on her back as they soared through Canterlot.

Twilight (singing): _"Today needs to be perfect,_

 _It all comes down to me,_

 _For all the things they need me to be,"_

As they flew by, the ponies in the streets waved to them, smiling happily.

Twilight (singing): _"I am the Princess of Friendship,_

 _But that is more than just a crown~"_

The two sisters than flew underneath a bridge, where Moon Dancer, Minuette, and two other unicorns as Twilight glided over a crystal blue lake.

Twilight (singing): _"It's a promise to bring ponies together,_

 _And never let anypony down~!"_

Moonlight: _"Yeah!"_

Concurrently, Pinkie was stirring up a huge bowl of cake mix, using a giant egg-beater like a bicycle.

Pinkie (singing): _"We've got an awful lot to bake,_

 _Everypony needs a piece of cake,"_

She then spotted Starlight Glimmer, working on making fireworks with her good friend, Trixie Lulamoon.

Pinkie (singing): _"Oh, wait! There's something better we can do~!"_

Soon, she gathered up some parts, which she then showed to Cheese Sandwich and her pet toothless alligator, Gummy.

Pinkie (singing): _"We're gonna need some more supplies,_

 _To make a really big surprise!_

 _She'll be so shocked, she's sure to love it, too~!"_

She then began to construct...well, something huge.

Pinkie (singing): _"You got this!_

 _We got this together~!"_

Soon, after the Wonderbolts got rid of a last cloud, everypony in Canterlot began to sing!

All (singing): _"It's the Festival of Friendship!_

 _Together, we are one!_

 _A day that we will never forget~!"_

The Wonderbolts, plus Derby, who was wearing a party hat on her head for some reason, did a high-hoof...only Derpy ended up missing the mark and fell to the ground, not that it bothered her very much.

All (singing): _"And now everything is ready,_

 _And when the day is done,"_

Rainbow Dash (singing): _"The weather!"_

Applejack (singing): _"The banquet!"_

Rarity (singing): _"The style!"_

Fluttershy (singing): _"The music!"_

All (singing): _"All will be in perfect harmony~!"_

As Twilight carried that last note...she was unaware that a humungous cannon suddenly appeared behind her, and then, **KABOOM!** It fired something into the sky: a gigantic 5-layer cake, which Twilight didn't see coming until she heard Moonlight cry out "LOOK OUT, TWILIGHT!"

"Oh, no...!" Twilight whimpered as she tried to run...only for the cake's layers to land on her, one after the other...and finally melt down into a big, goopy mess. Twilight grunted before she managed to get her head out of the puddle, and soon after, a birthday candle landed on her head, much to her ire.

"Pinkie!" Twilight shouted.

"Oopsie!" Pinkie replied as she came out of the cannon. "I guess my Easy Bake Confetti Cake Cannon might need a bit more fine-tuning."

Moonlight looked at the cake on her hoof before she licked it, then she hummed in approval.

"Yummy! Buttercream!" she exclaimed, causing Twilight to glare at her. "...What?"

Twilight only groaned before she blew out the candle on her horn.

"Things can't get much worse, can they?" she asked.

* * *

Yeah, I'm doing this, too. And yes, Twilight, things CAN get worse. I actually have 3 more chapters that have already been written, those will be up, too.

Review, please!


	2. Enter Tempest Shadow

**Ch. 2- Enter: Tempest Shadow**

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My Little Pony the Movie © Hasbro and Liongate

Moonlight Essence and Swiftclaw © Me

* * *

"That was great, Trixie!" exclaimed Starlight as she watched Trixie place more fireworks into the box.

"But of course," Trixie replied. "The Great and Pow- I mean, the Great and Apologetic Trixie is sure that with these fireworks, the Festival of Friendship will be a grand success!"

"I'm sure Twilight will appreciate the effort you made," Starlight said. "I know this has been stressing her out for quite some time. After all, this whole thing was her idea and she just wants it to be perfect."

"You don't say," Trixie said as she looked towards the horizon. "So...you don't think she'll have a problem with those storm clouds, do you?"

"Storm clouds?" Starlight repeated. "What storm clouds?"

Trixie pointed to the horizon, and that's when Starlight saw some ominous-looking storm clouds approaching the city's borders. However, as Starlight squinted her eyes, she saw something she did not expect: large, metal aircrafts...and they were somehow creating the storm clouds and leaving a huge storm behind them. They all had this strange insignia too...some sort of horned creature.

"What do you think those are?" Trixie asked.

"I don't know," Starlight answered as she turned and cantered away. "I gotta go find Twilight."

Trixie blinked after her friend before she glanced back at the storm clouds with worry.

XXX

Not too far from Canterlot, walking through the pine forests was a wolf with rust-colored fur and clad in shimmering gold armor with a golden, jewel encrusted crown sitting upon his helmet.

It was none other Swiftclaw, the new King of Wolves, and he was on his way Canterlot to attend the festival, mostly because Fluttershy cordially invited him. At first, he was unsure of going, not really because he didn't have someone to take charge of the back while he was away, but more over the fact that some ponies in Equestria still feared wolves. Although, he figured that since Fluttershy was there, maybe he had nothing to worry about. After all, the Festival of Friendship was about ponies making new friends, and perhaps other ponies would be more willing to befriend a wolf.

As Swiftclaw kept walking, the whole area turned dark around him, causing him to stop in his tracks.

"That's strange," he muttered before he looked up and saw the ships heading for Canterlot. "...Uh-oh."

Without a moment's hesitation, the young Wolf King dashed toward the city.

XXX

"Come on, pull!" Applejack called as she, Rarity, Rainbow Dash, Fluttershy, Pinkie, Spike, and Moonlight formed a chain and pulled on Twilight's forelegs, trying to pull her out of the massive puddle of cake and frosting. As they did, though, they heard the crowd beginning to clamor and exclaim in excitement.

"Oh my Celestia, it's her!"

"She's here!"

"Songbird Serenade?! Is it really her?! It is! It is!"

Twilight gasped as she looked up to see a pair of gray unicorn ponies wearing sunglasses and black suits, pushing the crowd aside to reveal a white Pegasus mare wearing a black shirt and had a persian blue and pale gold mane and tail that were dyed separately, and all of it was tied back by a big pink bow, and her cutie mark consisted of a white cloud that rained six hearts: red, orange, yellow, green, blue, and purple, respectively.

It was none other than the famous pony pop star, Songbird Serenade, whom Twilight had asked to perform at the festival tonight.

"Hi ya!" she greeted. "I'm looking for the pony in charge?"

She then did a few poses for Photo Finish as she flashed her camera.

"I need to set up for my sound check," she said.

"S-Songbird Serenade?" Twilight asked as her friends managed to pull her out of the cake puddle, some frosting still sticking to her. "I was just going to check on you! I'm Princess Twilight, and, uh...I'm sorry about the mess. I'm usually not so..." In her attempt to wipe off the frosting on her chest, the purple alicorn accidentally threw the frosting on Songbird's vest, causing everypony to gasp in surprise.

"Caked in...cake?" asked Songbird, which caused Twilight to chuckle sheepishly.

"You have visual on buttercream?" asked one of Songbird's bodyguards, using his headpiece.

"Visual confirmed," replied his partner, also using his headpiece. "Go for cleanup." He then wiped the frosting off of the pop star's vest.

"Songbird Serenade," said Moonlight, "I can't wait to hear you sing tonight. I've been looking forward to it for days!"

"You just found out about it, this morning," said Spike.

"I can change my mind, can't I?" asked Moonlight.

"Twilight!"

Twilight turned to see Starlight run up to her.

"Starlight?" Twilight asked. "What's the matter?"

"Listen," said Starlight, "don't panic...but I think maybe we should postpone the festival."

Twilight gaped upon hearing this.

"W-what?!" she questioned. "Postpone the festival?! But everything's ready! Why?!"

"Well..." Starlight began, only for a loud thunderclap to split the air, forcing everypony to look up at the sky and see the ominous-looking storm clouds.

"Storm clouds?!" Twilight questioned. "I ordered _perfect weather!_ " She then glared at Rainbow Dash. "Rainbow Dash...!"

"Uh...I don't think those are storm clouds," Rainbow Dash said, nervously.

At that moment, the huge airship that Starlight had spotted with Trixie suddenly came closing in. The sight made everypony gasp as it cast its ominous shadow over Canterlot, and some fillies even ran to hide beneath their parents. Moonlight was no exception, opting to shrink back and hide under Twilight, peeking her head from beneath her older adopted sister's forelegs.

"Twilight?" Moonlight asked, worriedly. "I-I'm scared."

"I-It'll be okay, Moonlight," Twilight assured.

"Yeah!" Pinkie chimed in. "It's probably those clowns that I ordered!"

Unfortunately for the pink earth pony, it soon proved to be otherwise when the ship began to land, crushing several pillars around Canterlot's gates and even smashing the clown props.

"...Or...definitely NOT the clowns I ordered," Pinkie realized.

"You think?" Starlight asked, incredulously.

Soon, the ship's gangplank lowered...and the moment it touched the ground, it ended up popping a pink balloon dog that just so happened in its landing spot.

"BRIAN!" cried Party Favor. "NOOOOOOO!"

Not long after, something emerged from the ship: it seemed to be some sort of hedgehog with a pug-like nose, blue eyes, and white, spiky hair, and his attire consisted of only a black shirt with the same kind of insignia as the airship, as well as a heavy, metal box that he was carrying. It was at that same moment that Celestia, Luna, and Cadence appeared on the balcony of the castle to see what all the commotion was about. Soon, the hedgehog put the box down, and out of it emerged some spout-like structure, like a phonograph. Then he picked up some sort of microphone-like object to his mouth and began to speak.

 **"Ponies of Equestria~!"** he shouted, although with a bit of lisp. **"We are here on behalf of the fearsome, the powerful, the almighty...STORM KING!"**

On that, a banner suddenly unfolded from the side of the airship, holding a picture of some white-furred, ape-like, horned beast with three fingers and menacing-looking blue eyes, causing the ponies to gasp in shock and fear at the sight. Applejack seemed skeptical, as did Starlight, while Fluttershy seemed increasingly apprehensive, and Twilight, Spike, and Moonlight all glanced at each other, worriedly.

 **"And now!"** the hedgehog continued. **"To deliver his evil, EVIL message...put your hooves together...for COMMANDER TEMPEST!"**

Soon after, another figure appeared from the ship: it was a pony with a dark orchid coat, a moderate rose-colored mane and tail that was styled in a Mohawk, these opal eyes that seemed glazed over with callousness, and wearing black armor all over her body. Her most prominent features, however, was the scar over her right eye...and her broken horn, which had magic flaring about out of it.

"Is...is that a unicorn?" Twilight asked.

"Uh...I think so," Spike answered, "but what happened to her horn."

"That looks like it hurts..." Moonlight whispered.

Just then, Celestia, Luna, and Cadence landed before the worried crowd.

"Tempest, is it?" Celestia inquired with her usual polite but authoritative tone. "How may we help you?"

The unicorn, Tempest, gave a slight smirk and replied "Oh, I'm so glad you asked...how about we start with your _complete and total surrender?_ "

"Uh-oh..." Starlight whispered while Twilight went to join her fellow princesses.

"Twilight, wait!" Moonlight called.

"Moonlight, stay there, okay?" Twilight asked before she went up in front, giving a bit of an awkward smile. "Umm...hi, there! Hehehe...Princess of Friendship, here! So, listen...I don't know what this is all about, but...I'm sure we can talk things over, right?" She then gave a sheepish grin, but Tempest didn't seem at all fazed by this.

"Oh, goodie," she said, somewhat darkly as she began to make her way down. "All four princesses...so here's the deal, ladies: I need your magic. So give it up nicely, please, or we make it difficult...for _everyone_."

While Twilight, as well as everypony else, began to feel more apprehensive than before, Luna stepped forward, showing no fear, whatsoever...something that may or may not prove to be a mistake.

"And just WHY should we cower before you?" the Princess of the Night inquired. "There's one of you...and _hundreds_ of us!"

"Luna...!" Celestia said in a warning tone as Tempest gave a sinister chuckle.

"Oh, I'm SO glad you chose...difficult," she said...as two huge, shadowy creatures appeared behind her.

"...I think everypony better get ready to run," Applejack whispered.

"Why?" Rainbow Dash asked, but she soon got her answer when more airship appeared...and not long after, huge, furry beasts, clad in black armor appeared, sending everypony into a frenzy! As if that wasn't bad enough, Tempest suddenly leapt into the air and kicked some sort of tiny orb filled with a green gas toward the princesses. Cadence gasped as she spotted it and attempted to block the projectile using her barrier magic, and at first, it seemed she was able to hold it back...but then, the object went straight through and struck Cadence, who screamed in shock and pain as her body began to turn to stone!

"CADENCE!" Celestia cried in alarm.

"I can't...stop it!" Cadence yelled, grunting as she tried to break free...but it was too late: she had been petrified where she stood.

If Shining Armor and Flurry Heart were here, they would surely be horrified.

That's when Tempest began to charge forward, and Celestia, finally realizing the danger of the situation, turned to Luna.

"Luna, quick!" she urged. "Go south, beyond the Badlands!"

Luna, though terrified, nodded her head in determination.

"Seek out the Queen of the Hippo- AGH!" Celestria tried to finish...only for Tempest to kick another orb at her, and soon, she too met the fate of her adopted niece, to Twilight's horror.

"NO!" Twilight cried. "PRINCESS CELESTIA!"

Luna gasped in horror upon seeing her petrified older sister, but she knew that now was not the time to be frozen with fear: she had her orders and she needed to carry them out. With that, she tried to fend off the creatures with a beam from her horn before she took to the air...but unfortunately for her, she didn't get very far. Before she could escape, Tempest kicked a third orb at the Princess of the Night, just as she was flying away...and as a result, Princess Luna soon turned to stone as well and plummeted to the ground, where she would shatter into pieces...if not for Twilight using her magic to catch her at the last second.

"Luna!" Twilight cried as she struggled to gently set Luna down so as not to smash her...but in doing so, she left herself wide open. Seizing her chance, Tempest chuckled darkly as she jumped into the air once more and kicked another orb at Twilight, who gasped upon seeing it. Just as it seemed that she, too, would meet the same fate as her fellow princesses...

"TWILIGHT!"

 **ZOOM!** Out of nowhere, a rainbow blur blitzed by, just as the orb exploded on the ground into a cloud of green smoke.

"Hmph!" Tempest smirked as she approached the cloud. "Easy as pie."

"Oh, I love pie...!" the hedgehog whispered.

Soon, the cloud began to disperse, and Tempest could make out a wing and what looked like a horn.

"Oh, you TOTALLY got that last princess!" the hedgehog exclaimed...but as the smoke vanished, they saw it was not Twilight at all, but a certain wall-eyed Pegasus who was wearing a party hat the whole time.

"That's NOT the princess...!" Tempest hissed, her horn flaring along with her anger before she turned to the hedgehog. "Grubber! Find her, NOW!"

"AAH!" the hedgehog, Grubber, yelped as he turned and ran away. "GUYS, WE GOTTA GET THE PRINCESS!"

 **SMASH!** Tempest, in her frustration, stomped her hoof upon Twilight's crown, shattering it into pieces.

XXX

Not too far away, it was revealed that thanks to Rainbow Dash, Twilight managed to escape the obsidian orb...but now, she had another problem: she couldn't find Moonlight anywhere!

"Moonlight?!" Twilight called as she looked around, frantically for the unicorn filly. "Moonlight, where are you?!"

"Twilight!" Moonlight cried as she, too, was looking for her older adopted sister, having gotten lost in the stampede of ponies. "Twilight!"

That's when one of the beasts appeared behind the unsuspecting and frightened little filly, but just when it was about to grab her, Starlight rammed the beast in the side before she ran up and grabbed Moonlight by her mane, then threw her onto her back before she ran to Twilight.

"Twilight!" Starlight called. "Over here! I've got her!"

"Oh, thank Celestia...!" Twilight whispered as they all began to run together, and not a moment too soon, for they saw Applejack, Pinkie, Rarity, Fluttershy, and Spike up ahead.

"Over here, y'all!" Applejack called as they began to make a run for the city's entrance, while Rainbow Dash led Twilight, Starlight, and Moonlight toward them.

"Come on! Faster!" Starlight shouted as they managed to catch up with their friends. However, before they could make it across the bridge, two more of the beasts appeared before them, holding large spears and shields. Twilight grunted as she tried to shoot them away with her magic, but the creatures held up their shields, which ended up bouncing the magic right back at the ponies, and the result caused the bridge to completely crumble beneath their hooves, sending them screaming to the river below!

"AND I DIDN'T EVEN PACK MY SWIMSUIT!" cried Pinkie before they all landed with a splash, where they soon struggled to keep their heads above water.

"Well," Rarity started as she looked at her now soaked mane, "my hairdo's ruined...AGAIN."

"Ugh...how can things get any worse?!" Twilight questioned.

"Uh...Twilight?!" Spike asked as he pointed a claw forward. "LOOK!"

The ponies looked up and saw that they were about to go over a huge waterfall!

"...I just HAD to ask," said Twilight in a deadpan tone.

"Not again!" Moonlight bemoaned before they all went screaming over the falls.

* * *

Review, please!


	3. The Journey Begins

**Ch. 3- The Journey Begins**

* * *

My Little Pony the Movie © Hasbro and Liongate

Moonlight Essence and Swiftclaw © Me

* * *

Grubber and two storm creatures stood above the waterfall that Twilight and friends had fallen over. The hedgehog raised a paw over his eyes to get a better look, but because it was so far down, plus the spray of mist from the waterfall itself, it was hard to see if anything was down there.

"Sooo...which one of are you guys are going down there?" asked Grubber, which caused the storm creatures to give out incomprehensible growls in response, and the hedgehog sighed in annoyance. "I would, but y'know, I just had a hearty meal, and I will sink, and I WILL side-cramp."

The storm creatures grunted as they and Grubber walked away from the waterfall, heading back into Canterlot.

"I'm VERY big-boned!" Grubber argued, which caused the storm creatures to grunt again. "I sink, QUICK."

As the three headed back into the city they were now occupying, down below, at the bottom of the waterfall, a familiar ten-gallon hat floated along the surface of the stream before it was picked up by none other than Applejack, who tossed the sopping wet headwear on her head, then turned to face her friends, who were hiding under a fallen tree, while Twilight and Moonlight stood next to each other, the latter looking up at the former with concern as she stared into the water's surface.

"Everypony okay?" Applejack asked as she approached the others.

"I think my bottom's on backward..." Rarity said in a bit of a daze.

"We just got our cupcakes handed to us by the worst party crasher, EVER!" Pinkie exclaimed.

"We gotta go back there and fight!" Rainbow Dash declared.

"What?!" Starlight questioned. "Have you lost your mind?!"

"You saw the size of those...goons!" Spike added. "You seriously wanna go BACK?!"

Just then, a paw suddenly reached out and touched Fluttershy's wing from behind, causing her to shriek as she turned around, which caused the others to scream and turn around as well...only to see that it was actually Swiftclaw, who approached the ground with a friendly smile.

"Hello, all," he greeted.

"Swiftclaw!" Fluttershy exclaimed as she went up and hugged her lupine friend. "It's so good to see you, again!"

"You, too, Fluttershy," Swiftclaw replied as he returned the Pegasus's hug.

"Well, isn't this a nice surprise?" Rarity asked.

"Dude, what are you doing here?" Rainbow Dash asked.

"I was on my way to the Friendship Festival in Canterlot," said Swiftclaw. "Fluttershy invited me...but then I saw those strange ships overhead and...well, I sensed something might have been wrong, so I ran the rest of the way...but I guess I was too late. What happened?"

"We were invaded," Fluttershy answered.

"Yeah, some unicorn with a broken horn named 'Tempest Shadow' came with a whole army of burly monsters and captured the city!" Starlight added.

"And she did this really freaky thing with these orbs and turned Princess Celestia, Princess Luna, and Princess Cadence to stone!" Pinkie added.

"Twilight would've been next, if we hadn't gotten outta there!" Spike added.

"Wow," Swiftclaw said as he took everything in. "Talk about a rough day."

"And now, we don't even know what to do," said Applejack. "I mean...we can't hide down here, forever! And besides...we can't just go back into Canterlot! I mean...look at what happened to the princesses! We gotta keep that crazy unicorn and her goons away from Twilight!"

On that, the group turned to look at Twilight, who continued to stare into the lake with a distant expression while Moonlight stared up at her.

"Twilight?" asked Moonlight. "What are we gonna do, now?"

A pause...but then Twilight looked up with a determined expression.

"The queen..." she whispered.

"The...queen?" repeated Moonlight, bewildered.

"Yeah, the queen!" exclaimed Pinkie. "...Wait...what queen?"

"Princess Celestia told Princess Luna to find the Queen of the...Hippos," Twilight said. "Princess Luna can't...so now, _I_ have to!"

"Hippos?" Swiftclaw repeated.

"Seriously?" Rainbow Dash asked, incredulously.

"I heard they're surprisingly graceful for their size!" Pinkie chimed in. "Oh! But they're always hungry."

"Hungry?!" Spike repeated, nervously.

"Hippos?" Applejack asked, while Rarity, Fluttershy, and Starlight glanced at each other in confusion.

"Umm...okay," Starlight said. "Any idea where we're supposed to find these...hippos?"

"They're somewhere south," Twilight answered, "passed the Badlands."

"Uh...did she say Badlands?" Moonlight asked, worriedly.

"But that means we'll have to...leave Equestria!" Fluttershy realized, just as worriedly.

"I'm not even packed!" Rarity cried.

"I understand you're all scared," Twilight answered, "and nopony else has to go...but I have to find this queen. She may be out only hope."

With that, the purple alicorn prepared to walk away...but the others glanced at each other before wordlessly smiling and nodding their heads in agreement. Then, Rainbow Dash flew up to Twilight while putting a hoof on her shoulder.

"Well, you're not getting ALL the glory," she boasted. "We're in this together!"

"We got yer back," Applejack added as she put a hoof on Rainbow Dash's back.

"Indeed-y!" Pinkie agreed.

"I am ready to save Equestria!" Rarity declared.

"Yay..." Fluttershy cheered, softly.

"If you're all going," Swiftclaw began as he approached, "then so am I."

"I'm going, too!" Moonlight added. "You're my big sister, Twilight, and sisters stick together!"

"And so do friends," Starlight chimed in.

"We're all behind you, Twilight!" Spike exclaimed, which caused Twilight to smile.

"...Thanks, you guys," she smiled. "It's moments like this that I'm reminded why I have such great friends."

"Well, what are we waiting for?" Pinkie asked as she bounced away. "Let's go find this hippo!"

"Uhh...Pinkie?" Spike asked as he pointed in the other direction. "South is THAT way."

"I knew that!" Pinkie answered as she headed the other way while Twilight and the others followed. "Boing-y, boing-y, boing-y! Hey! Let's pass the time with a game of I Spy!"

"Ugh!" everypony except for Swiftclaw groaned.

"No, come on, really!" Pinkie insisted. "Okay, I spy with my little eye something that is orange! ...Any takers? ...It's YOU, Applejack! Hahahaha!"

"...Is she always like this?" Swiftclaw asked.

"Yep," Starlight answered. "You just learn to live with it."

"If you say so," Swiftclaw replied.

Thus, the journey to find this "Queen of the Hippos" had begun. 8 ponies, one baby dragon, and a wolf, and none of them knew where this journey would take them...but it was certainly one they would never forget for the rest of their lives. However, despite their enthusiasm, they knew that their enemy would be behind them, sooner or later.

XXX

Back in Canterlot...things were looking quite grim. The ponies had been captured, and were now chained up and muzzled by the storm creatures. Some were even forced into cages while others were made to pull heavy wagons of cargo. As the decorations for the Festival of Friendship were being taken down, Tempest was in Canterlot Castle with the frozen princesses with a disgusted sneer on her muzzle.

"...Look at this atrocity," she said, hatefully. "All this power, wasted on _parties_..." She then glanced over at Celestia as sparks flew out of her horn, "when there are _far_ greater uses."

She approached two storm creatures, one of whom was holding a bottle in his large claws, and the bottle was making some kind of chiming noise.

"Well?" Tempest asked. "What are you waiting for? Answer it!"

The storm creatures blinked before they poured the potion into some kind of cauldron, and soon after, a blue flame rose out of it, which made the storm creatures back away in fear as someone appeared in the flames. It looked like the same monster on the banner that was on Tempest's ship.

"Where am I supposed to be looking?!" he questioned as he looked around. "I never understand how this spell works. Tempest!"

"Over here, Your Excellency," said Tempest.

"Where?"

"Over here."

"Huh?"

"No...no, right. Look right."

"My right?"

"Yeah..."

Soon, the Storm King's face finally came into view.

"Oh, there you are," he said as he noticed Tempest. "So here's the deal, Tempest, I'm kind of in the middle of a big rebrand here. The Storm King is tracking, well, as...intensely intimidating, but you know what? I need to back it up. You know what I need to back it up with? A STORM! THAT WOULD BE GREAT!"

Upon his shouts, the blue flame suddenly flared up, which caused the storm creatures to flinch while Tempest rolled her eyes.

"You promised me magic that would control the elements," the Storm King continued as he held up a staff with a white crystal on the end, "and what am I holding here? A twig, a branch, a...bluuugh!"

"That is the Staff of Sacanas, Your Excellency," Tempest explained, "and it will channel the magic of the four rulers of this land. You'll soon have the power of a hundred armies."

"So, that would be a yes on you locking on the four...pegacornicuses or whatever it is they're called?" the Storm King inquired.

"Just give me three days," said Tempest. "I'll have everything ready for your arrival."

"Remember, Tempest," the Storm King warned. "Only I have the power to make you whole, again...make this twig work, and you'll get your reward. Fail me...and your horn won't be the only thing that's broken."

"...It won't be a problem," Tempest assured.

"...Great!" the Storm King grinned. "I'll just power up, crash and bang, and be the biggest, baddest..."

Unfortunately, the message soon became gargled before the flame disappeared, revealing Grubber standing behind it.

"...Sorry, bad spell service," he shrugged. "You want me to call him back?"

"Well?" Tempest asked. "Do you have the princess?"

"Well, funny story," Grubber replied, sheepishly. "She might have...kinda...got away, a little bit."

Hearing that caused Tempest to glare at the hedgehog.

"I know you're disappointed," said Grubber, "but I got one word for you." He then held up a slice of cake. "Spongecake."

 **ZAP!** Grubber cried out in pain as Tempest struck him with a bolt from her horn, frying him and the spongecake to a crisp...which he proceeded to eat, anyway.

"I need ALL FOUR princesses for the staff to work, Grubber!" Tempest exclaimed in frustration.

"Hey, I want the Storm King to fix that horn as badly as you do!" Grubber said. "I mean, it's like a crackly, chipped tooth on the top of your head...and you know you don't look good in hats!"

Tempest growled before she fiercely whipped around to face Grubber, who yelped in surprise.

"That princess is NOT going to keep me from getting my horn back!" she snarled. "PREPARE MY SHIP!"

"YIKES!" Grubber cried as he ran off, leaving Tempest alone to regain her composure.

"...Please," she scoffed. "How far can one little pony get on her own?"

* * *

Oh, Tempest, if only you knew.

Review, please!


	4. Taking A Rest

**Ch. 4- Taking A Rest**

* * *

My Little Pony the Movie © Hasbro and Liongate

Moonlight Essence and Swiftclaw © Me

* * *

Deep in the forest, as the sun continued to hang in the sky, the group continued to make their way due south, toward the Badlands. By now, they looked quite tired...save for a certain pink earth pony who continued to hop alongside them.

"Okay, I spy with my little eye-" Pinkie started.

"A rock," Rarity interjected with a look of irritation on her face.

"You got it again!" Pinkie exclaimed. "Wow, you're good!"

"Well, I'll tell you what I spy," said Applejack as she stood atop a hill, where she saw miles and miles of more forest...and beyond that was a vast, sandy desert.

"Look!" Twilight exclaimed. "We're almost out! We just have to keep walking!"

"Do we have to?" Spike asked, wearily.

"My hooves hurt," Moonlight said, also just as tired as he was.

"And I'm staaarviiiing!" Rainbow Dash complained, and her stomach growled in agreement.

"Twilight, I think we should stop and rest a while," Starlight said.

"What?!" Twilight asked. "But...we're almost there!"

"Twilight, we've been walking for hours," said Fluttershy. "We're all tired and I think you might be, too."

"Plus, we do have little ones with us," Swiftclaw added. "They're both more likely to get tired than us."

Twilight opened her mouth to argue, but then she glanced down at Spike and Moonlight, who both yawned tiredly. Then she looked to the others, who all looked just as exhausted as they kid...well, except Pinkie, of course, and that was enough to make her heave a sigh.

"Okay," said the alicorn. "We'll stop and rest for now."

"Finally..." Applejack muttered as the group went to sit underneath a rock formation for shelter.

"You know," Moonlight began, "I just realized that without Princess Celestia and Princess Luna to raise the sun and the moon, we don't really know what time it is."

"For all we know," Starlight started, "the daytime could be permanent unless we find the Queen of the Hippos."

"Speaking of hippos," Rainbow Dash said, "I'm still as hungry AS one!"

"Hey! That sounds like it could be a song!" Pinkie Pie exclaimed. "Hungry, hungry, hip-pos! Hungry, hungry, hip-pos!"

"...See what you went and started?" Rarity asked as she glared at Rainbow Dash.

"Here," said Swiftclaw as he put down some apples, berries, and various flowers. "I picked these on the way here. Try to make it last until we get to...well, wherever we need to go."

"...No gems, huh?" Spike asked.

"Sorry, Spike, but no," Swiftclaw answered. "You'll have to make do with what we have."

"Eh," Spike shrugged before he and the others began to eat.

"Thanks, Swiftclaw," said Starlight.

"But aren't you hungry, too?" Fluttershy asked.

"Oh, don't worry about me," said Swiftclaw. "I ate already."

"If you're sure," said Applejack while Rainbow Dash scarfed down as much as she could. The only pony who didn't seem to want to eat anything was Twilight, who just sat to the side, by herself. Moonlight, concerned for her adopted older sister, went over and nudged an apple toward her, causing Twilight to smile.

"Thank you, Moonlight," Twilight said, gratefully, "but I'm not hungry."

"You sure about that?" Moonlight asked.

"You really should eat somethin', sugar cube," Applejack advised.

"...I'm a little too upset to eat, right now," Twilight said, solemnly. "I can't stop thinking about what happened to the other princesses."

"It'll be okay, Twilight," Starlight assured. "We'll find a way. We always do, right?"

"Yeah, so stop your worryin' and eat already!" Rainbow Dash added as she chomped on some raspberries. "Mmm...not bad!"

"I-I will," Twilight answered. "Soon."

"Promise?" Moonlight asked.

"Promise," said Twilight, which cause the unicorn filly to smile before she turned to join the others in eating. However, Swiftclaw only stared at the purple alicorn, who heaved a small sigh as she stared at the ground, distantly, and the young Wolf King could only look at her in concern.

After a while, the group had finished their meal and curled up to sleep until they were rested enough to continue their trek. As they slept, however, Twilight was the only one who was not asleep. She just sat on her rump, staring up at the sky, where the sun continued to stay, but she knew that it had be at least sunset by now. She sighed as she hung her head, but then, someone came and sat beside her, causing her to look up and see that it was Swiftclaw.

"I'm sorry about all of this," he said. "No one should ever go through what you did."

"Why are you apologizing?" asked Twilight. "You have nothing to do with what happened."

"I don't," Swiftclaw answered. "I'm just saying...it must be hard for you and your friends, since that last time something like this happened...it was with my Father."

Twilight furrowed her brow and scrunched up her snout upon being reminded of when Warfang invaded Canterlot.

"And now, some unicorn comes and turns everything upside-down, again," Swiftclaw added.

"...That's not even the worst of it," said Twilight. "I watched my mentor...her sister...and my sister-in-law get turned to stone...and I couldn't do anything to stop it. I felt so...so..."

"Helpless?" Swiftclaw answered. "Trust me, I've been there, too."

"...Really?" Twilight asked.

"How do you think I felt, all those times I heard my Father saying how he was going to conquer Equestria?" asked Swiftclaw. "I felt like I could've stopped it...but I knew he wouldn't listen to me. I was the odd one out...the wolf with no pride, as he called me."

"...Can I ask you something?" asked Twilight, causing Swiftclaw to glance down at her. "Were you...sad about your father? You know...when we used the Elements of Harmony to destroy him?"

"...For a while, yes," Swiftclaw answered, "but...relieved, too."

"Because now, he couldn't hurt anypony else, right?" Twilight inquired.

"That's right," Swiftclaw replied. "Anypony or any creature in Equestria. Now, I can right the wrongs my Father has committed...as hard as it is."

"...At least you have friends to support you," Twilight said.

"And so do you," Swiftclaw smiled before he glanced over at the rest of the gang, who were all snoozing. "As long as they're with you, then there's still hope for Equestria, yet."

"...You're right," Twilight smiled. "Thanks, Swiftclaw. I feel a little better, now."

"Anytime, Princess Twilight," Swiftclaw replied.

With that, Twilight looked down at the apple that had been left for her before she picked it up in her mouth, then went to join the others. As she ate, both Spike and Moonlight sleepily lied at her side, prompting Twilight to gently cover them with her wing. Once Twilight had finished eating, she soon began to fall asleep with the rest of her friends. Swiftclaw smiled at them before he glanced up at the sky and sighed.

"...This is gonna be a long trip," he said.

XXX

After a while, the group had woken up and continued on with their journey. After walking a while longer, they saw that they had reached the desert...but they saw miles and miles of sand ahead of them with no sign of civilization in sight.

"Well, this is just great," Rainbow Dash grumbled.

"You mean we gotta walk even farther?" asked Moonlight in disbelief.

"Unfortunately," said Swiftclaw.

"Let's get going," said Twilight as she walked ahead.

"Already?!" Spike asked.

"You've GOT to be kidding," said Rarity. "Do you know what that humidity will do to my mane?!"

"Didn't you say that you were ready to save Equestria?" asked Starlight in an incredulous tone.

"Yeah, she did!" Pinkie exclaimed.

"Err...well, yes, I-I did," a flustered Rarity stammered, "but I...that is to say...oh, forget it."

"It's just a desert," said Swiftclaw. "We just have to keep going south, right?"

"Yeah!" Pinkie answered. "What's the worse that could happen?"

* * *

Okay, I know it's pretty filler and maybe the characters were a little OOC, but it was the best I could do.

That's all for now!

Review, please!


	5. Welcome to Klugetown

**Ch. 5- Welcome to Klugetown**

* * *

My Little Pony the Movie © Hasbro and Liongate

Moonlight Essence and Swiftclaw © Me

* * *

The hot rays of the sun beamed down on the parched sands of the desert. A skull, bleached white by the head, sat partially buried as a tiny, ten-legged insect came scuttling out of it, squeaking and blinking its multiple red eyes, before scurrying along. Not too far away, our heroes, though disheveled and weary from walking under the hot sun, continued their trek over the dunes.

"Haa...haa...so...hot...!" Moonlight panted, even though she and Spike were trying to use Twilight's wings for shade.

"There's sand in my...everything..." Rarity muttered, her mane looking ragged and losing its curls.

"Heheheheh...!" Pinkie laughed, almost manically. "Saving...Equestria...!" She then began to laugh even more, much to the worry of her friends.

"Pinkie?" Starlight asked. "Are you...okay?"

"Oh! Just...just fine...I think," Pinkie said, although she tottered a bit dizzily, but then she noticed something on the ground. "Ooh! Look!" She then picked up a bird's skull and held it to her face. "Maybe this guy knows where to go~!" She then gave a somewhat unhinged grin, even as a beetle went crawling across her face and even over her open eyeball.

"...Uhh...Pinkie?" Applejack asked. "That's a-"

"Shh~!" Pinkie shushed before she looked at the skull. "What's that, friend? We're lost?!" She then started laughing again, tossing the skull over her shoulder before she began to cough, and finally, she collapsed on the sand with her mane and tail making a deflating sound.

"Aaaaand she's out," murmured Starlight.

"Haa...haa...haa...!" Swiftclaw panted heavily, his tongue dangling out of his mouth and drool dripping from his lips. In fact, it was so hot, the saliva evaporated once it hit the sand. That's when the young Wolf King spotted the beetle that was crawling on Pinkie's face, and without warning, he pounced on it and caught it in his jaws before chewing it up, to Fluttershy's disgust.

"Swiftclaw!" she cried. "How could you eat that cute little beetle?!"

"Would you rather I eat you, instead?!" Swiftclaw asked in irritation, causing the yellow Pegasus to shrink back a bit. "...I...I'm sorry...it's just...it's so hot out here and I'm hungry and-"

"I understand," Fluttershy said as she put a gentle hoof on his shoulder, causing him to smile at her.

"Thanks," he said.

"Ugh..." Spike groaned as he fell to his knees. "We could be...going in circles...endless...sand...!" He then took in a big gasp. "Nothin' for miles...but sand...and this rock...!" He then held up a rock in his claws before he gave a cough. "And this...cactus...!" He then held up his rear end, revealing that a cactus had somehow gotten stuck to it. "And this...road...!" He then collapsed...on a road made out of cobblestones. "This...road..."

"Wait...did he say road?" asked Moonlight.

"Hmm...?" Twilight hummed before she finally noticed the road, herself. "A road?"

"...Hey...you know what this means, right?" Swiftclaw asked.

"Where there's a road," Twilight started as she walked ahead, "there's a...!" She then gasped in delight as she finally saw it: a city, builting upon the rocky cliffs of a vast gorge, covered with fog and clouds.

"Whoa...cool...!" whispered Rainbow Dash.

"What is that...?" Rarity asked, wearily.

"Ooh!" Pinkie chirped as she suddenly sprung back to life, her mane and tail returning to normal. "A city! We are _doing it_ , you guys!"

"You know what they say!" Rarity exclaimed. "Where there's a city...THERE'S A SPA!"

"Who says that?" Rainbow Dash asked.

"In case you forgot," Applejack began, "we're on a mission to save Equestria?"

"I can multitask, thank you," Rarity rebutted.

And with, the group headed towards the mysterious city, but as they did, Swiftclaw and Starlight glanced at each other, uneasily.

"You getting a bad feeling, too?" Starlight asked.

"Uh-huh," Swiftclaw answered.

XXX

 **Skrawk-skrawk!** A bird flew over the streets of the city, just minding its own business, when all of a sudden, a noose was suddenly lassooed around its leg and pulled down into a cage that was held by two pig-like creatures.

"Aww, don't worry, little guy," said one of the pigs with his hair in a topknot. "We'll let ya go."

"Yeah!" answered his partner. "To the highest bidder!"

Soon, the two began to laugh, and at that moment, Twilight and company had entered the city...and needless to say, they were quite unsettled by the conditions of the street...not to mention the inhabitants.

"Ooh~!" exclaimed a hooded individual, causing Moonlight to look up at him. "Hey, little pony! Cute horn...you selling?"

"Huh?!" Moonlight questioned before Twilight nudged her along with her nose.

"Keep walking," she told her.

As for Fluttershy, she saw the poor creatures, locked up in cages, and as they let out their distressed cries, the Pegasus couldn't help yelping in fright at their erratic behavior, which prompted Swiftclaw to push her along so that she wouldn't see anymore. After all, for an animal lover like Fluttershy, seeing something like this was just heartbreaking.

At that moment, the group spotted a large snapping turtle that was putting barrels into his cart.

"Uh...excuse me?" asked Twilight, but she accidentally startled the turtle into dropping all the barrels out of the cart. "Oh, I'm sorry! Here, lemme help you with that." On that, she began to use her magic to put the barrels back...not knowing that she and her friends were being watched by a brown-furred cat with green eyes, black hair on his head, some purple bandages wrapped around his tail, and wearing a red coat.

"Hmm..." he hummed with intrigue.

"Hey!" the turtle shouted, to Twilight's surprise. "No magic around my merchandise!"

"Hey, lay off!" Swiftclaw barked as he got in between him and the alicorn. "She was only trying to help out!"

"Yeah, the least you could do is say thanks!" Starlight added.

"I don't need no help!" the turtle yelled. "Especially from some strangers like you!"

"RUN!" Applejack called before the group fled, but not before Swiftclaw kicked up some dirt and threw it in the turtle's eyes, causing him to cry out in pain.

"Hmmm...very interesting," the cat mused.

As for Twilight and the others, they had managed to get a good distance away from the disgruntled turtle and took the time to catch their breath.

"Well, that wasn't very nice," said Moonlight.

"Clearly, this place is a lot different from Equestria," said Starlight.

"What do you think we should do, Twilight?" Rainbow Dash asked.

"We just have to stick together," Twilight replied. "Be careful who you talk to, and try to blend in."

"Uh...Twilight?" Fluttershy asked. "Where did Pinkie Pie go?"

"Huh?" Twilight muttered before she looked back. "W-wait, she was just here-"

"MAY I HAVE YOUR ATTENTION PLEASE!"

"Oh, no...!" Twilight bemoaned, and sure enough, she spotted Pinkie standing in the middle of the street.

"Can anypony take us to the Queen of the Hippos?!" asked Pinkie.

"You want somethin'?" asked a fat, fish-like creature. "Then you gotta give somethin'."

"Well," Pinkie began as she jumped into his arms, "how about a nice hug from a grateful pony friend?"

Instead, the fish just dropped her on the ground before moving on. Of course, Pinkie, being...well, Pinkie, couldn't take a hint and proceeded to pester a lizard-person.

"How about this comb that I never use?" the pink pony asked, holding a golden comb with just a tiny strand of her cotton candy-pink hair, then she went and bugged the turtle from earlier, and showed her photo of her sister, Maud Pie. "How about this picture of my sister, Maud?"

"Grrr...!" the turtle growled in annoyance.

"How about this breath mint?" asked Pinkie as she held out a tiny breath mint to a warthog with rather foul-smelling breath. "Seriously, buddy. Help me help _you_."

 **BUUUUURRP!** The warthog only belched in her face, causing the pony to faint from the stench. That's when Swiftclaw grabbed Pinkie by her tail and pulled her back to the group.

"What in the name of Celestia are you doing?!" the wolf asked.

"Pinkie, I just said don't draw attention to ourselves!" Twilight chided.

"Relax, Twilight," Pinkie assured. "I got this!"

"Uhh...Pinkie?" Starlight asked, worriedly as a crowd began to gather around them.

"How much for the giant gecko?" asked the lizard that Pinkie was pestering, earlier.

"Who are you calling a gecko?!" Spike questioned.

"Uhh...Spike's not for sale," said Twilight.

"I want that fancy purple hair!" exclaimed a rat-like creature with antlers. "I'll give ya two storm bucks for it!"

"Two storm bucks?!" Rarity questioned, indignant. "It's worth twice as much!"

"Didn't you tell me you gave your tail to a sea serpent because his moustache got ruined?" asked Starlight, incredulously.

"That was different," said Rarity. "That was fashion. This is just very poor bartering."

"Girls, not now!" Twilight whispered as the various creatures began to close in on them, making various bids, and Swiftclaw growled as he put himself between them and the ponies, as well as Spike.

"Gimme that pink one!"

"I'll take the blue one!"

"No way, I want the blue one!"

"I need that wolf for a bodyguard!"

"Hey, I'll take that picture of your sister!"

"I want all seven of them for my collection!"

"Twilight~!" Moonlight cried out.

"Somepony do somethin'!" Applejack called, but then, out of nowhere, the same cat that was watching them from before jumped out, getting in between them and the mob with an alarmed expression.

"Whoa, whoa!" he shouted. "Back up, everyone! Back! It! Up! Y'all in some serious danger!"

"W-we are?" asked a porcupine, apprehensively.

"Now you didn't touch any of them, did you?" asked the cat. "Just look at all these colors! You think that's natural? They are infected with 'pastellis coloritis'!"

"What?!" Moonlight questioned. "That's a thing?!"

"Now listen here, fella! There ain't-" Applejack started to say, only for the cat cover her mouth with his tail.

"Now, don't worry, don't worry," the feline said as he put his around a fish's shoulders. "As long as you're not covered in any purple splotches, you'll be fine." That was when he discreetly dipped his tail into some purple paint, then splattered it all over the fish's chest. "Uh-oh!"

The crowd gasped upon seeing the spots, but the fish was panicking the most of all.

"What do I do?!" he asked.

"Enjoy your last moments," the cat answered. "Parts _will_ fall off."

"AAAAH!" the crowd screamed, while the fish creature had reached down to his...special area, before they all ran off.

"Well, all right," the cat said as he stood in front of the group.

"You know, I kind of had it handled," Swiftclaw said, "but thanks...I guess."

"Sure...Rover," said the cat.

"Rover?!" Swiftclaw questioned. "How dare you! You are speaking to Swiftclaw, the King of Wolves!"

"Now, Swiftclaw," Fluttershy said as she held him back. "Don't do anything rash. He did help us, after all."

"...S-sorry, that was my father talking, not me," Swiftclaw muttered. "...Somewhat, anyway."

"Dude, you are AWESOME!" Rainbow Dash exclaimed.

"And quite charming!" Rarity added with a delighted giggle.

"Hmph!" a jealous Spike scoffed.

"Thank you for helping us, Mister..." Moonlight started.

"Capper's my name, and charming's my game," said the cat, known as Capper as he gave the group a bow. "So...to the hippos, then?" With that, he turned and began to walk away, and Pinkie seemed all too eager to follow him, but Twilight soon got in her way.

"Hold it, Pinkie!" Twilight whispered. "I don't think it's a good idea."

"Twilight's right, Pinkie," Starlight concurred. "This isn't Canterlot. We can't just go following some cat we just met."

"Oh, come on!" Pinkie said. "He helped us out!"

"That may be true," Twilight began, "but he might have some ulterior motive!"

"We could definitely use a friend out here~!" Pinkie replied in a sing-song voice.

"Pinkie..." Twilight chided, only for Capper to pull her wing down and cut in.

"Pardon me," he started, "but Cotton Candy Hair here does have a point, and if I do say myself..."

Soon, he began to sing.

Capper (singing): _"This town is not a nice place,_

 _For little fillies, all alone._

 _There are lots of twists and corners,_

 _That could lead to the unknown~!_

 _Let me guide your way,_

 _And I'll be sure to help you through,_

 _You could really use a friend out here,_

 _And luckily for you~"_

Soon, the song began to liven up and become more upbeat as Capper began to lead the group through the town.

Capper (singing): _"I'm the friend that you need,_

 _When you're lost and don't know what to do!"_

He then approached a rat-like creature and did a secret handshake with him, thus causing the creature to open a door behind him.

Capper (singing): _"I'm your pal, your amigo,_

 _Useful and resourceful, too!"_

The group continued walking through the dusty alleys, where Capper proceed to swipe some fruits from a fish-eyed vendor that wasn't watching, and even gave two to a mouse and iguana-creature.

Capper (singing): _"And my help, you'll concede,_

 _Is a plus guarantee!_

 _You can call and I'll come running,_

 _Just follow my lea~d!_

 _'Cause I'm the friend you need!"_

Mouse: _"He's a friend!"_

Iguana: _"Quite a friend!"_

Mouse and Iguana (singing): _"He's a friend, indeed!"_

They then proceeded to eat the fruits while Capper continued to lead the ponies, Spike, and Swiftclaw through the streets, avoiding various hazards along the way, such as dodging get stomped on by a giant monster, Spike and Moonlight almost getting grabbed by an octopus, walking on rooftops, and riding mine carts.

Capper (singing): _"You need a bud to spot the danger!_

 _A pal to stop the creep!_

 _A chum and not a stranger to assist!_

 _You need a bro who is cunning,_

 _Who can help you take the leap!_

 _A friend who knows what's lying in the mist!"_

Soon, Fluttershy and Swiftclaw stood in a dark alley, staring up at a bunch of mysterious creatures with glowing red eyes, and it was soon revealed to be a swarm of bats as they began to swoop down on them.

Capper (singing): _"Don't fear these darkened allies,_

 _They're scary, yes, I know,"_

Swiftclaw moved to protect Fluttershy from the bats, only for Capper to jump in the way and shield them both with an umbrella, which Fluttershy was grateful for, but Swiftclaw only glared at the cat, suspiciously.

Capper (singing): _"Why you could use a friend,_

 _To protect you wherever you go!"_

Then, Capper began to dance around Rarity, who smiled, flattered by his charm.

Capper (singing): _"And such a dazzling beauty,_

 _Covered in dirt and muck!"_

Rarity groaned as she looked at her muddy hooves, but then, Capper rolled out a red carpet, covering up any mud puddles on the streets, and before too long, the ponies (save for Twilight, Starlight, and Swiftclaw, all of whom looked at the cat suspiciously) were all marching along behind him as they all walked toward a giant windmill in the middle of town.

Capper (singing): _"But now your fate is changing!_

 _Now you are in luck,_

 _'Cause I'm the friend that you need,_

 _When you're lost and don't know what to do!_

 _I'm your pal, your amigo,_

 _Lookin' out for friends like you!_

 _And my help, you'll concede,_

 _Is a plus guarantee~!_

 _Just call, I'll come running, we'll say it's agree~d!"_

As the group disappeared behind the double doors of the windmill, Capper turned to a small, raccoon-like creature with long arms and a tiny little bowler hat and put a piece of paper in his scarf.

"Here," Capper said. "Tell Verko 'My place, 20 minutes'. I've got something for him that will magically erase ALL my debt!"

"Hey, Capper! Where are you?!" Swiftclaw questioned.

"I'm comin'!" Capper answered as he ran through the doors and continued the song with a big finish, just as he was riding a water wheel up to the top of the windmill with Twilight and company.

Capper (singing): _"'Cause I'm the friend you nee~d!"_

Mane 6 (except for Twilight, singing): _"He's a friend!"_

Rarity: _"Quite a friend!"_

Mane 6 (except for Twilight, singing): _"He's a friend, indeed!"_

All Twilight could do was roll her eyes over the fact that her friends were trusting some stranger over their own instincts...which would soon turn into a big mistake.

* * *

Yeah, sorry this took so long, but it's been on a bit of a hiatus for a while.

Also, I know I said that I'd only be updating Whole Cake Island...but screw it. I just can't fight the urge anymore. This has been completed since last week, so I might as well put it up. I'm not even gonna update it very frequently, anyways.

Review, please!


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